Exhibit No. 99(b)(8)(a)(8)
CUSTODIAN AGREEMENT
AMENDMENT NUMBER EIGHT
THIS AGREEMENT is made as of the ___ day of July, 1997 by and between
DIMENSIONAL INVESTMENT GROUP INC., formerly "DFA U.S. Large Cap Portfolio Inc.",
a Maryland corporation (the "Fund"), and PNC BANK, N.A., formerly "Provident
National Bank" ("PNC").
W I T N E S S E T H :
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Fund has retained PNC to provide certain custodian
services pursuant to a Custodian Agreement dated as of July 12, 1991 and as
amended (the "Agreement") which, as of the date hereof, is in full force and
effect; and
WHEREAS, PNC presently provides such services to the eleven existing
Portfolios of the Fund; and
WHEREAS, the Fund has recently organized two new Portfolios,
designated "DFA International Value Portfolio IV" and "Emerging Markets
Portfolio II" (the "New Portfolios"), and the parties hereto desire that PNC
shall provide the New Portfolios with the same services that PNC provides to the
other Portfolios of the Fund pursuant to the Agreement; and
WHEREAS, Section 28 of the Agreement provides that the Agreement may
be amended as agreed to in writing by PNC and the Fund.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound, the parties hereto agree as
follows:
1. The Fund has delivered to PNC copies of:
(a) Post-Effective Amendment Number 16 of the registration
statement of the Fund, as effective with the U.S. Securities and Exchange
Commission on _____________, 1997, wherein the New Portfolios are described;
(b) The exhibits to such post-effective amendment including the
Articles Supplementary to the Articles of Incorporation and the forms of
administration agreements with respect to the New Portfolios;
(c) Amendment Number Seven dated July __, 1997 of the Transfer
Agency Agreement between PFPC Inc. and the Fund dated as of July 12, 1991; and
(d) Amendment Number Seven dated July __, 1997 of the
Administration and Accounting Services Agreement between PFPC Inc. and the Fund
dated as of July 12, 1991.
2. The Agreement hereby is amended effective July __, 1997 by:
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(a) adding the following sentence immediately after the second
sentence of Section 1 therein, "As of July __, 1997, the Fund delivered to PNC a
Prospectus dated July __, 1997 wherein two new classes of Fund shares designated
the 'DFA International Value Portfolio IV' and "Emerging Markets Portfolio II'
are described and the parties agree that the terms of this Agreement shall apply
to the two Portfolios described in such Prospectus."; and
(b) adding a new sentence immediately following the second
sentence of Section 25 as follows: "The foregoing provisions of this Section 25
notwithstanding, this Agreement with respect to DFA International Value
Portfolio IV and Emerging Markets Portfolio II may be terminated by either party
upon not less than 180 days prior written notice to the other party."
3. The Fee Schedules of PNC applicable to the New Portfolios
shall be as agreed in writing from time to time.
4. In all other respects the Agreement shall remain unchanged
and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Number Eight to the Agreement to be executed by
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their duly authorized officers designated below on the day and year first above
written.
DIMENSIONAL INVESTMENT GROUP INC.
By:
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PNC BANK, N.A.
By:
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